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EX-2.1 - AGREEMENT AND PLAN OF MERGER - IN Media Corp | ex2-1.htm |
EX-99.1 - FINANCIAL STATEMENTS - IN Media Corp | ex99-1.htm |
EX-99.2 - PRO FORMA FINANCIAL STATEMENTS - IN Media Corp | ex99-2.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Under
Section 12(b) or (g) of the Securities Exchange Act of 1934
Tres
Estrellas Enterprises, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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333-146263
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20-8644177
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3401
Adams Avenue, Suite 302,
San
Diego, California
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92116
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(Address
of principal executive offices)
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(Zip
Code)
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775-352-3896
(Registrant's
telephone number,
including
area code)
Date of
Report (Date of earliest event reported):
October
30, 2009
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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As used
in this report, the terms "we", "us", "our", "our company" refer to
Tres Estrellas Enterprises,
Inc ., a Nevada
corporation. In-Media Corporation, Inc. is hereby referred to as
IN-Media.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our
disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements
that are predictive in nature, that depend upon or refer to future events or
conditions or that include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates" and similar expressions are forward-looking
statements. Although we believe that these statements are based upon reasonable
assumptions, including projections of orders, sales, operating margins,
earnings, cash flow, research and development costs, working capital, capital
expenditures and other projections, they are subject to several risks and
uncertainties.
Investors
are cautioned that our forward-looking statements are not guarantees of future
performance and the actual results or developments may differ materially from
the expectations expressed in the forward-looking statements.
As for
the forward-looking statements that relate to future financial results and other
projections, actual results will be different due to the inherent uncertainty of
estimates, forecasts and projections may be better or worse than projected.
Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and the
estimates and assumptions associated with them, after the date of this filing to
reflect events or changes in circumstances or changes in expectations or the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K,
or their successors.
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
October 30, 2009, we executed an agreement with IN Media Corporation,
Inc. (“IN-Media”), and our company (the "Agreement"),
whereby pursuant to the terms and conditions of that Agreement, IN Media
shareholders acquired thirty three million, five hundred thousand (33,500,000)
shares of our common stock, whereby IN Media was merged into the
Company. This issuance of stock did not involve any public offering,
general advertising or solicitation. At the time of the issuance, IN Media
had fair access to and was in possession of all available material information
about our company. The shares bear a restrictive transfer legend in
accordance with Rule 144 under the Securities Act.
The
closing of the transactions in the agreement are contingent upon satisfaction of
closing conditions listed in the Agreement, a form of which is attached hereto
as Exhibit 2.1.
The
issuance of the securities above were effected in reliance on the exemptions for
sales of securities not involving a
public offering, as set forth in Rule
506 promulgated under the Securities Act of 1933, as
amended (the "Securities Act") and in Section 4(2) and Section 4(6)
of the Securities Act and/or Rule 506 of Regulation D.
2
IN-Media,
Corporation
BUSINESS.
IN Media,
Corp. was incorporated on October 22, 2008 under the laws of the State of
California to engage in any lawful corporate undertaking, including, but not
limited to its current business.
Based in
Los Altos, CA, IN Media is a content provider and integrator of Internet
Protocol Television (“IPTV”) services for cable, satellite, internet, telephony
and mobile services. The goal of IN Media is to become the global
leader of IPTV implementation services and content aggregation for Platform
Providers. With development and engineering, 100 employees,
facilities in China and India, IN Media management believes IN Media is well
positioned to effectively and efficiently launch and implement IPTV solutions in
Asia and around the world. Moreover, IN Media has content ownership
of over 4,000 entertainment titles from Hollywood to “Bollywood” (the informal
term popularly used for the Mumbai-based Hindi-language Film Industry in
India)
movies.
The IN
Media business model is comprised of both content fees and shared revenue from
large infrastructure providers offering total solutions: television, telephony
and internet services, also referred to as “Triple Play” services. The addition
of content or video on demand (VoD) adds to the solution or “Quad Play”
services. IN Media is an integral part of both IPTV and VoD services
with their ownership of content and streamlined IPTV
implementations. However, IN Media mitigates their exposure by
partnering with large Platform Providers whom are responsible for the customer
billing and service.
Led by
President and CEO, Nick Karnik, IN Media management believes that IN Media has
established key relationships in China and India to launch IPTV
services. The first implementation of IN Media services is intended
to be launched in China with cable providers from major
cities.-
3
·
|
THE
LANDSCAPE
|
Graphic
1: The Landscape of IPTV Services and Platform Providers Central
Role
With the
multitudes of options of content on the Internet traditional television
programming is under pressure to come up with new models and options for
consumers. Video on Demand, once only available on cable is the
de-facto standard for internet access. The platform providers like
Comcast, AT&T, DirecTV, etc. are central to providing the core services of:
telephony, television, internet and content to the mass
market. However, adding to the complexity are the divergent number
and types of devices available to access the internet and
content.
4
·
|
THE
IN MEDIA FOCUS and SOLUTION
|
The IN Media focus is on providing integrated IPTV services for platform providers for any device from large n televisions to handheld mobile phones. The partnership with platform providers like Comcast, AT&T, DirecTV, etc. provides an installed base of customers as well as allowing platform providers to be the billing and service interface to customers. |
Graphic
2: The IN Media Focus
|
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Graphic 3: IN Media Solution
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With
the first implementation in China, IN Media intends, but cannot guarantee,
to launch the largest IPTV installation in the world with over 1,500,000
subscribers. This includes joint manufacturing facilities in
China with capabilities to deliver anywhere in the
world; (Library of content owned by IN Media which includes
over 4,000 titles of Hollywood and Bollywood movies; Expertise
and reference platforms from hardware and software services for set-top
boxes, mass market manufacturing expertise, and internet portal
aggregation to any capable device.
IN
Media provides a combination of hardware, software, manufacturing and
content services for platform providers to either complete their offering
or provide an all-in-one solution.
|
|
·
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THE
MARKET OPPORTUNITY
|
Management believesthat the overall IPTV market potential is very large and can be viewed as a percentage of the number of broadband subscribers with the most optimistic forecoasts providing 100% penetration for all broadband subscribers. In 2007, the top ten countries totaled over 226,000,000 broadband subcribers. According to eMarketer, the total worldwide broadband subscriber base will grow to over 500,000,000 subscribers by 2011. | ||
5
With the
first implementation in China, IN Media will be addressing one of the largest
IPTV markets in the world. With 378 million TV households and 152
million cable TV households at the end of 2007, China is the world's largest TV
market. (source; eMarketer) Cable dominates the multi-channel industry as
satellite reception is banned and IPTV is in its infancy. As a result
40% of all homes have cable TV, and it accounts for 99% of the pay TV market.
(source: eMarketer)
With
significant investment in the technological infrastructure across the country,
management has determined that the cable industry is rapidly converting to
digital in time for the planned analogue switch-off in 2015. The Olympics is
acting as a catalyst for this – as the Beijing Olympics will be the first all-HD
Olympic Games. Digitization and a raft of interactive TV services
will drive average revenue per subscriber up. Leading international technology
providers like Thomson, Tandberg, Kudelski, Harmonic, NDS, Scientific Atlanta,
Miranda, Arris and Irdeto are among foreign companies our management has
determined have already been finding success in China. Others like
European cable giant Liberty Global are seeking to enter the
market.
Ample
opportunities exist for overseas technology providers. In
particular, those that supply head-end and studio equipment,
video-on-demand systems, last-mile components and conditional access
should be examining the marketplace closely. Although local
competition is tough, foreign companies that take the time to understand
the intricacies of the market have the potential to reap substantial
rewards from such a huge marketplace.
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THE
MARKETPLACE FOR INTERNET PROTOCOL TELEVISION
·
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THE
WORLD’S BIGGEST TV MARKET
|
With 378
million TV households and 152 million cable TV households at the end of 2007,
China is the world's largest TV market. Its cable TV industry generated þ3.4bn
in revenue in 2007 and is expected to grow at over seven per cent year-on-year
to be worth Euro 4.8bn by 2012. Cable dominates the multi-channel
industry as satellite reception is banned and IPTV is in its
infancy. As a result 40% of all homes have cable TV, and it accounts
for 99% of the pay TV market. (source; eMarketer)
With
significant investment in the technological infrastructure across the country,
management has determined that the cable industry is rapidly converting to
digital in time for the planned analogue switch-off in
2015. Management believes the Olympics acted as an initial catalyst
for this – as the Beijing Olympics was the first all-HD Olympic
Games. Digitization and a raft of interactive TV services will drive
average revenue per subscriber up.
Our
management has determined that leading international technology providers like
Thomson, Tandberg, Kudelski, Harmonic, NDS, Scientific Atlanta, Miranda, Arris
and Irdeto are among foreign companies already finding success in China. Others
like European cable giant Liberty Global are seeking to enter the
market.
6
·
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CONTRACTS
ARE THERE FOR THE TAKING FOR FOREIGN TECHNOLOGY
SUPPLIERS
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Despite
the restrictions on foreign investment in the media industry, ample
opportunities exist for overseas technology providers. In particular,
those that supply head-end and studio equipment, video-on-demand systems,
last-mile components and conditional access should be examining the marketplace
closely. Although local competition is tough, our management contends
that foreign companies that take the time to understand the intricacies of the
market have the potential to reap substantial rewards from such a huge
marketplace.
IN
MEDIA - THE INTIAL ROLLOUT
The
initial rollout of the technology will be in a “set-top” cable box style unit
which will integrate traditional broadcast television and internet media content
streamed into the user’s existing TV through the IPTV unit. The
application of this technology will appear and operate in many ways just like
the familiar “cable box” menu driven user interface. The key
difference is that the media will not be limited to a broadcast television
signal but rather will include the vast library of existing internet
content. This initial product rollout will occur in first half of
2010 in Asia with Chinese Cable Providers. Once complete, this
product deployment, as well as future deployments, will allow for seamless
viewing of internet and network broadcast content in high definition on the
user’s existing television. Finally, there will be a number of
portals allowing the user instant and easy access to thousands of movies and
television programming. A successful initial rollout in Asia will
provide a steady and lucrative revenue stream for the company.
IN MEDIA – THE BUSINESS MODEL and
SALES STRATEGY
· BUSINESS
MODEL
The IN
Media business model centers on a combination of hardware, software,
manufacturing and content:
1.
|
Set-Top Box
Solution. IN Media provides reference hardware and
software for mass market manufacturing as well as manufacturing of the
actual set-top boxes to Platform Provider
specifications. Revenue sharing is based on the fees collected
by Platform Providers as a percentage of their overall access
fees.
|
2.
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Content
Licensing. IN Media provides access to their library of
over 4,000 Hollywood and Bollywood movies. Fees are based on
either Video on Demand (VoD) or advertising fees depending on the Platform
Provider agreements.
|
· SALES
STRATEGY
The IN
Media sales strategy is based on working with Platform Providers of IPTV
services. The first implementation will be with a prominent Cable
operator in China, having more than 2.5 million subscribers, and management
believes will be, although there can be no assurances, the world’s
largest IPTV launch with over 1,500,000 subscribers in
2010. Therefore, the sales strategy is initially targeted in China
with expansion to North America and Europe.
· IMPLEMENTATION
PLAN
The
initial rollout of the technology will be in a “set-top” cable box style unit
which will integrate traditional broadcast television and internet media content
streamed into the user’s existing TV through the IPTV unit. The
application of this technology will appear and operate in many ways just like
the familiar “cable box” menu driven user interface. The key
difference is that the media will not be limited to a broadcast television
signal but rather will include the vast library of existing internet
content. This initial product rollout will occur in first half of
2010 in Asia with one of the world’s largest cable TV
providers.
7
Once
complete, this product deployment, as well as future deployments, will allow for
seamless viewing of internet and network broadcast content in high definition on
the user’s existing television. Finally, there will be a number of
portals allowing the user instant and easy access to thousands of movies and
television programming. A successful initial rollout in Asia will
provide a steady and lucrative revenue stream for the company.
· IMPLEMENTATION
PLAN MATRIX
Although
the final timing cannot be assured, our implantation plan is as
follows:
Phase
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Duration
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||
1
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Development: Complete
reference hardware and software for set-top box implementation in
China
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Completed
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2
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China: Launch first
implementation with China’s Cable operators into first targeted
province
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Early
2010
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3
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China Expansion: Expand
into additional provinces with China Cable Operators
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2010-2011
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4
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US: Business
development to secure Platform Providers in the US
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2H
2010
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5
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Europe: Business
development into major European countries via Platform
Providers
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1H
2011
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· THE
COMPETITION & COMPETITIVE ADVANTAGE
The
competitive landscape for IPTV services is very crowded as the market
potential is very large. The key players will be the Platform
Providers who control access to telephony, television, internet and
content for consumers. However, new players like Microsoft,
Apple, Amazon, and the major Hollywood studios are moving forward on their
own solutions to monetize content and services over the
internet. Key hardware vendors like Motorola, Cisco, Intel,
etc. are also viable competitors for set-top box solutions as they have
established relationships with the Platform Providers.
Our management believes that IN Media will have competitive advantage
over these large providers. With the successful implementation
in China’s IPTV services, management believes, but cannot guarantee, IN
Media will be one of the largest integrator of IPTV services in the
world. IN Media will also have the manufacturing know-how and
capacity to deliver solutions anywhere in the world. Moreover,
with IN Media’s large content library, they can also supplement any
traditional television programming with Video-on-Demand services or
content portal access with advertising or subscription
fees. Whereas, other solutions like Microsoft, Apple, etc. will
compete against the Platform Providers, IN Media is a partner to any
Platform or Service Provider.
|
||
8
Employees
The
Company has approximately 10 employees including 1 executive and administrative
staff, 1 in business development, with the balance working in engineering
staff.
RISK
FACTORS
As a
smaller reporting company we are not required to provide a statement of risk
factors. However, we believe this information may be valuable to our
shareholders for this filing. We reserve the right to not provide risk factors
in our future filings. Each of these risk factors could adversely affect our
business, operating results and financial condition, as well as adversely affect
the value of an investment in our common stock. Our primary risk factors and
other considerations include:
Our
business, following the merger with IN-Media, is subject to numerous risk
factors, including the following:
NO
OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS.
Prior to
the merger, we have had no operating history nor any revenues or earnings from
operations. We had no significant assets or financial resources. We will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in us
incurring a net operating loss which will increase continuously until we can
consummate a business combination with a target company. There is no assurance
that we can identify such a target company and consummate such a business
combination.
SPECULATIVE
NATURE OF THE COMPANY'S PROPOSED OPERATIONS.
The
success of our proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.
While management will prefer business combinations with entities having
established operating histories, there can be no assurance that we will be
successful in locating candidates meeting such criteria. In the event we
complete a business combination, of which there can be no assurance, the success
of our operations will be dependent upon management of the target company and
numerous other factors beyond our control.
SCARCITY
OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
We are
and will continue to be an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for us. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
IMPRACTICABILITY
OF EXHAUSTIVE INVESTIGATION; FAILURE TO MEET ITS FIDUCIARY
OBLIGATIONS.
Our
limited funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a target company. The decision to enter into a business combination, therefore,
will likely be made without detailed feasibility studies, independent analysis,
market surveys or similar information which, if we had more funds available to
it, would be desirable. We will be particularly dependent in making decisions
upon information provided by the principals and advisors associated with the
business entity seeking our participation. Management may not be able to meet
its fiduciary obligation to us and our stockholders
9
due to
the impracticability of completing thorough due diligence of a target company.
By its failure to complete a thorough due diligence and exhaustive investigation
of a target company, we are more susceptible to derivative litigation or other
stockholder suits. In addition, this failure to meet our fiduciary obligations
increases the likelihood of plaintiff success in such litigation.
REPORTING
REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act") requires
companies subject thereto to provide certain information about significant
acquisitions including audited financial statements for the company acquired
covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target companies to
prepare such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by us. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
LACK
OF DIVERSIFICATION.
Our
proposed operations, even if successful, will in all likelihood result in our
engaging in a business combination with only one target company. Consequently,
our activities will be limited to those engaged in by the business entity which
we will merge with or acquire. Our inability to diversify its activities into a
number of areas may subject us to economic fluctuations within a particular
business or industry and therefore increase the risks associated with our
operations.
THE
REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF
THE COMPANY'S SECURITIES.
The
Company is a "penny stock" company. None of its
securities currently trade in
any market and, if ever available for trading, will
be subject to a Securities and
Exchange Commission rule that imposes special
sales practice requirements upon broker-dealers who sell
such securities to persons other than established customers or
accredited investors. For purposes of the
rule, the phrase "accredited investors" means, in general
terms, institutions with assets
in excess of $5,000,000, or individuals having
a net worth in excess of
$1,000,000 or having an annual income
that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions
covered by the rule, the broker-dealer must make a special suitability
determination of the purchaser and receive the purchaser's written agreement to
the transaction prior to the sale. Effectively, this discourages broker-dealers
from executing trades in penny stocks. Consequently, the rule will affect the
ability of purchasers in this offering to sell their securities in any market
that might develop, because it imposes additional regulatory burdens on penny
stock transactions.
In
addition, the Securities and Exchange Commission has adopted a number of rules
to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the
Securities and Exchange Act of 1934, as amended. Because
our securities constitute “penny stocks" within the meaning of the rules, the
rules would apply to us and to our securities. The rules will further
affect the ability of owners of shares to sell their securities in any market
that might develop for them because it imposes additional regulatory burdens on
penny stock transactions.
Shareholders should be aware that, according to Securities and Exchange
Commission, the market for
penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include
(i) control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales
persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v)
the wholesale dumping of the same securities by promoters
and broker-dealers after prices have been manipulated to a
desired level, leaving investors with losses. Our management is aware
of the abuses that have occurred historically in the penny stock
market. Although we do not expect to be in a position
to dictate the behavior of
the market or of broker-dealers who
participate in
the market, management will strive within
the confines of practical limitations to
prevent the described patterns from being established with
respect to the Company's securities.
10
NO
PUBLIC MARKET EXISTS FOR THE COMPANY'S COMMON STOCK AT THIS TIME, AND THERE IS
NO ASSURANCE OF A FUTURE MARKET.
There is
no public market for the Company's common stock, and no assurance can be given
that a market will develop or that a shareholder ever will be able to liquidate
his investment without considerable delay, if at all. If a market should
develop, the price may be highly volatile. Factors such as those
discussed in the "Risk Factors" section may have a significant impact upon the
market price of the shares offered hereby. If there is a
low price of the Company's
securities, many brokerage firms may not
be willing to effect transactions in
the securities. Even if a purchaser finds a broker willing
to effect a transaction in the
Company's shares, the combination of
brokerage
commissions, state transfer taxes, if
any, and any other selling costs may exceed the selling
price. Further, most lending institutions will not permit the use of the
Company's shares as collateral for any loans.
RULE
144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY'S STOCK
PRICE.
All of
the outstanding shares of common stock held by the present officers, directors,
and affiliate stockholders are "restricted securities" within the meaning of
Rule 144 under the Securities Act of 1933, as amended. As restricted
shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule
144 or other applicable exemptions
from registration under the Act and as required under applicable state
securities laws. Officers, directors and affiliates will be able to
sell their shares if this Registration Statement becomes
effective. Rule 144 provides in
essence that
a person who is an affiliate or officer or director who
has held restricted securities for six months may, under certain
conditions, sell every three months, in brokerage transactions, a
number of shares that does not exceed the greater of 1.0% of
a company's outstanding common stock.
There is
no limit on the amount of restricted securities that may
be sold by a nonaffiliate after the owner has held the
restricted securities for a period of six months if the company is a
current, reporting company under the '34 Act. A sale under
Rule 144 or under any other exemption from the Act, if available, or
pursuant to subsequent registration of shares
of common stock
of present stockholders, may have a depressive effect upon
the price of the common stock in any market that may develop. In addition, if we
are deemed a shell company pursuant to Section 12(b)-2 of the Act, our
"restricted securities”, whether held by affiliates or non-affiliates, may not
be re-sold for a period of 12 months following the filing of a Form 10 level
disclosure or registration pursuant to the Act.
THE
COMPANY’S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR
VARIOUS CONSIDERATIONS IN THE FUTURE.
There may
be substantial dilution to the Company's shareholders purchasing in future
offerings as a result of future decisions of the Board to issue shares without
shareholder approval for cash, services, or acquisitions.
THE
STOCK WILL IN ALL LIKELIHOOD BE THINLY TRADED AND AS A RESULT INVESTORS MAY BE
UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF THEY NEED TO LIQUIDATE
SHARES.
Our
shares of common stock, if listed, may be thinly-traded on the OTC Bulletin
Board, meaning that the number of persons interested in purchasing our common
shares at or near ask prices at any given time may be relatively small or
non-existent. This situation is attributable to a number of
factors, including the fact that it is a
small company which is relatively unknown to
stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume, and
that even if
the Company came to the attention of such persons, they tend to
be risk-averse and would be reluctant to follow an
unproven, early stage company such as ours
or purchase or recommend the purchase of
any of our Securities until such time as
it became more seasoned and viable. As
a consequence, there may be periods of several days or more when
trading activity in
the Company's Securities is minimal
or non-existent, as compared to a
seasoned issuer which has a
11
large and
steady volume of trading activity that
will generally support continuous sales without an adverse effect
on the Securities price. We cannot give investors any
assurance that a broader or more active public trading market for the Company's
common securities will develop or be sustained, or that any trading levels will
be sustained. Due to these conditions, we can give investors no
assurance that they will be able to sell their shares at or near ask prices or
at all if they need money or otherwise desire to liquidate their securities of
the Company.
RISKS
INVOLVING THE PEOPLE’S REPUBLIC OF CHINA (“PRC”)
CERTAIN
POLITICAL AND ECONOMIC CONSIDERATIONS RELATING TO PRC COULD ADVERSELY AFFECT OUR
COMPANY.
The PRC
is passing from a planned economy to a market economy. The Chinese government
has confirmed that economic development will follow a model of market economy
under socialism. While the PRC government has pursued economic reforms since its
adoption of the open-door policy in 1978, a large portion of the PRC economy is
still operating under five-year plans and annual state plans adopted by the
government that set down national economic development goals. Through these
plans and other economic measures, such as control on foreign exchange, taxation
and restrictions on foreign participation in the domestic market of various
industries, the PRC government exerts considerable direct and indirect influence
on the economy. Many of the economic reforms are unprecedented or experimental
for the PRC government, and are expected to be refined and improved. Other
political, economic and social factors can also lead to further readjustment of
such reforms. This refining and readjustment process may not necessarily have a
positive effect on our operations or future business development. Our operating
results may be adversely affected by changes in the PRC’s economic and social
conditions as well as by changes in the policies of the PRC government, which we
may not be able to foresee, such as changes in laws and regulations (or the
official interpretation thereof), measures which may be introduced to control
inflation, changes in the rate or method of taxation, and imposition of
additional restrictions on currency conversion.
THE
RECENT NATURE AND UNCERTAIN APPLICATION OF MANY PRC LAWS APPLICABLE TO US CREATE
AN UNCERTAIN ENVIRONMENT FOR BUSINESS OPERATIONS AND THEY COULD HAVE A NEGATIVE
EFFECT ON US.
The PRC
legal system is a civil law system. Unlike the common law system, such as the
legal system used in the United States, the civil law system is based on written
statutes in which decided legal cases have little value as precedents. In 1979,
the PRC began to promulgate a comprehensive system of laws and has since
introduced many laws and regulations to provide general guidance on economic and
business practices in the PRC and to regulate foreign investment. Progress has
been made in the promulgation of laws and regulations dealing with economic
matters such as corporate organization and governance, foreign investment,
commerce, taxation and trade. The promulgation of new laws, changes of existing
laws and the abrogation of local regulations by national laws could have a
negative impact on our business and business prospects. In addition, as these
laws, regulations and legal requirements are relatively recent, their
interpretation and enforcement involve significant uncertainty.
IF
RELATIONS BETWEEN THE UNITED STATES AND CHINA WORSEN, OUR STOCK PRICE MAY
DECREASE AND WE MAY HAVE DIFFICULTY ACCESSING THE U.S. CAPITAL
MARKETS.
At
various times during recent years, the United States and China have had
disagreements over political and economic issues. Controversies may arise in the
future between these two countries. Any political or trade controversies between
the United States and China could adversely affect the market price of our
common stock and our ability to access U.S. capital markets.
GOVERNMENTAL
CONTROL OF CURRENCY CONVERSION MAY AFFECT THE VALUE OF YOUR
INVESTMENT.
12
The PRC
government imposes controls on the convertibility of Renminbi into foreign
currencies and, in certain cases, the remittance of currency out of the PRC.
Currently, the Renminbi is not a freely convertible currency. Shortages in the
availability of foreign currency may restrict our ability to remit sufficient
foreign currency to pay dividends, or otherwise satisfy foreign currency
denominated obligations. Under existing PRC foreign exchange regulations,
payments of current account items, including profit distributions, interest
payments and expenditures from the transaction, can be made in foreign
currencies without prior approval from the PRC State Administration of Foreign
Exchange by complying with certain procedural requirements. However, approval
from appropriate governmental authorities is required where Renminbi is to be
converted into foreign currency and remitted out of China to pay capital
expenses such as the repayment of loans and corporate debt obligations
denominated in foreign currencies.
The PRC
government may also at its discretion restrict access in the future to foreign
currencies for current account transactions. If the foreign exchange control
system prevents us from obtaining sufficient foreign currency to satisfy our
currency demands, we may not be able to pay certain of our expenses as they come
due.
THE
FLUCTUATION OF THE RENMINBI MAY MATERIALLY AND ADVERSELY AFFECT YOUR
INVESTMENT.
The value
of the Renminbi against the U.S. dollar and other currencies may fluctuate and
is affected by, among other things, changes in the PRC’s political and economic
conditions. Any significant revaluation of the Renminbi may materially and
adversely affect our cash flows, revenues and financial condition. For example,
to the extent that we need to convert U.S. dollars into Renminbi for our
operations, appreciation of the Renminbi against the U.S. dollar could have a
material adverse effect on our business, financial condition and results of
operations.
Conversely,
if we decide to convert our Renminbi into U.S. dollars for business purposes and
the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of
the Renminbi we convert would be reduced. Any significant devaluation of
Renminbi may reduce our operation costs in U.S. dollars but may also reduce our
earnings in U.S. dollars. In addition, the depreciation of significant U.S.
dollar denominated assets could result in a charge to our income statement and a
reduction in the value of these assets.
Commencing
from July 21, 2005, China has adopted a managed floating exchange rate
regime based on market demand and supply with reference to a basket of
currencies. The exchange rate of the US dollar against the RMB was adjusted from
approximately RMB 8.28 per US dollar to approximately RMB 8.11 per US
dollar on July 21, 2005. Since then, the PBOC administers and regulates the
exchange rate of US dollar against RMB taking into account demand and supply of
RMB, as well as domestic and foreign economic and financial
conditions.
In
addition, there can be no assurance that we will be able to obtain sufficient
foreign exchange to pay dividends or satisfy other foreign exchange requirements
in the future and we currently do not intend to pay dividends.
Reports
to Security Holders
We will
make available free of charge any of our filings as soon as reasonably
practicable after we electronically file these materials with, or otherwise
furnish them to, the Securities and Exchange Commission (“SEC”). We
are not including the information contained in our website as part of, or
incorporating it by reference into, this report on Form 10.
The
public may read and copy any materials we file with the Securities and Exchange
Commission (“SEC”). at the SEC's Public Reference Room at 100 F
Street, N.E., Room 1580, Washington, D.C. 20002. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC at (http://www.sec.gov).
13
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS PLAN
OF OPERATION
The
following discussion and analysis should be read in conjunction with our
financial statements and related notes thereto included elsewhere in this
registration statement. Portions of this document that are not statements of
historical or current fact are forward-looking statements that involve risk and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this registration statement should
be read as applying to all related forward-looking statements wherever they
appear in this registration statement. From time to time, we may publish
forward-looking statements relative to such matters as anticipated financial
performance, business prospects, technological developments and similar matters.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. All statements other than statements of historical
fact included in this section or elsewhere in this report are, or may be deemed
to be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Important factors that could cause actual results to differ materially
from those discussed in such forward-looking statements include, but are not
limited to, the following: changes in the economy or in specific customer
industry sectors; changes in customer procurement policies and practices;
changes in product manufacturer sales policies and practices; the availability
of product and labor; changes in operating expenses; the effect of price
increases or decreases; the variability and timing of business opportunities
including acquisitions, alliances, customer agreements and supplier
authorizations; our ability to realize the anticipated benefits of acquisitions
and other business strategies; the incurrence of debt and contingent liabilities
in connection with acquisitions; changes in accounting policies and practices;
the effect of organizational changes within the Company; the emergence of new
competitors, including firms with greater financial resources than ours; adverse
state and federal regulation and legislation; and the occurrence of
extraordinary events, including natural events and acts of God, fires, floods
and accidents.
The
following discussion and analysis of our plan of operations should be read in
conjunction with our financial statements and related notes appearing elsewhere
in this prospectus. This discussion and analysis contain forward-looking
statements that involve risks, uncertainties and assumptions. Actual results may
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including, but not limited to, those presented
under the heading of “Risk Factors” and elsewhere in this
prospectus.
RESULTS
OF OPERATION
Inception to Nine Months Ended September 30, 2009
The Company has spent
most of all its resources, efforts and expenditures in two primary areas. 1) The
securing of key customer n China and 2) the development of its IPTV set top box.
The company has generated no revenue since inception due to the fact that it has
yet to ship its volume roll out.
LIQUIDITY AND CAPITAL
RESOURCES
The
Company expects to generate revenue and cash through the rollout of its set top
boxes in China. Based on the installed base of cable customers in the Chinese
cities and provinces, management believes we should be able to be cash flow
positive within 12 months. Our company management plans to use its relationships
and partnerships in China to help facilitate the manufacturing of its hardware
and the integration of the software platform. Our company management may need to
raise some interim funding to bridge the gap between initial rollout of the
product and anticipated generation of revenue.
SECURITIES
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our
operations do not employ financial instruments or derivatives which are market
sensitive and we do not have financial market risks.
DESCRIPTION
OF PROPERTY
Facilities
IN Media
currently uses the office of a third party with at no expense (direct or
accrued). As a consequence, IN Media has no long term lease obligation but may
incur one at some time on the future
14
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The
following table lists stock ownership of our Common Stock, as of October 30,
2009 after the consummation of the merger with In-Media based on an aggregate of
45,000,000 common shares of the combined entities. The information includes
beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii)
each of our directors and executive officers and (iii) all of our directors and
executive officers as a group. Except as noted below, to our knowledge, each
person named in the table has sole voting and investment power with respect to
all shares of our Common Stock beneficially owned by them.
Name and Address of Beneficial Owner |
|
Amount
of Beneficial Ownership
|
Percentage
of Class
|
||||||
Nitin
Karnik*
|
11,770,000 | 26.2 | % | ||||||
255
W. El Camino Real
|
|||||||||
Sunnyvale,
CA 94087
|
|||||||||
Jose
Chavez
|
5,500,000 | 12.2 | % | ||||||
3401
Adams Ave., Suite 302
|
|||||||||
San
Diego, CA 92116
|
|||||||||
Directors
and Officer as a Group*
|
17,270,000 | 38.4 | % | ||||||
Guifeng
Qui
|
13,077,800 | 29.1 | % | ||||||
6-03
Xue Xi Yuan Vanke
|
|||||||||
New
Town
|
|||||||||
Xin
Yi Bau Da Doe
|
|||||||||
Tianjin
300402
|
|||||||||
Sulu
Karnik**
|
4,250,285 | 9.4 | % | ||||||
255
W. El Camino Real
|
|||||||||
Sunnyvale,
CA 94087
|
|||||||||
Maxway
Electronics, Ltd.***
|
4,250,285 | 9.4 | % | ||||||
Rm.
1609-12 Nan Fung Tower
|
|||||||||
173
Des Voeux Road
|
|||||||||
C.
Hong Kong
|
*
|
Excludes
holdings by Nitin Karnik’s spouse, Sulu
Karnik.
|
**
|
Spouse
of Nitin Karnik, excludes holdings by Nitin
Karnik
|
***
|
Maxway
Electronics, Ltd. is controlled by Sanjeev
Deshpande
|
15
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Subsequent
to the completion of the merger with In-Media, Nitin Karnik retained his
position as Chief Executive Officer and Director of the Company.
Post-Merger
Management
Name
|
Age
|
Positions
and Offices Held
|
Nitin
Karnik
|
48
|
CEO,
Director
|
Dr. Nitin
Karnik has been the Chief Executive Officer of IN Media from October 2008 to
present. Dr. Nitin Karnik has been the President and Chief Executive Officer of
Tres Estrelles Enterprises, inc. since April 9, 2009. Dr. Karnik has also been
the Chief Executive Officer of from October, 2008. From 2007 through
2009, Dr. Karnik has been the Chief Executive Officer of
RSR Consulting Inc, a California company covering Media consulting in the area
of IPTV, Broadband, and Voice over IP Technology, Video on Demand technology,
and streaming technology with clients in India and China. From 2002
through 2007, Dr. Karnik was the Senior Vice President of Mars
Entertainment Group, Singapore , where he his assignments included content
production, distribution, Movie production, Designing technology for media,
Digital Cinema technology development and business development to Hollywood
studios, Bollywood studios and worldwide Television Networks.
Audit
Committee Financial Expert
The
Company does not have an audit committee or a compensation committee of its
board of directors. In addition, the Company’s board of directors has determined
that the Company does not have an audit committee financial expert serving on
the board. When the Company develops its operations, it will create an audit and
a compensation committee and will seek an audit committee financial expert for
its board and audit committee.
CONFLICTS
OF INTEREST
There are
no conflicts of interest with any officers, directors or executive
staff.
16
EXECUTIVE
COMPENSATION OF IN-MEDIA.
SUMMARY
COMPENSATION TABLE
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Comp.
($)
|
Total
($)
|
|
Nitin Karnik,
|
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
17
DIRECTOR
COMPENSATION TABLE
Name
|
Fees
Earned or
Paid in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
NONE
|
18
ALL
OTHER COMPENSATION TABLE
Name
|
Year
|
Perquisites
and
Other
Personal
Benefits
($)
|
Tax
Reimbursements
($)
|
Insurance
Premiums
($)
|
Company
Contributions
to Retirement and
401(k)
Plans
($)
|
Severance
Payments /
Accruals
($)
|
Change
in Control
Payments /
Accruals
($)
|
Total ($)
|
2008
|
19
PERQUISITES
TABLE
Name
|
Year
|
Personal Use of
Company
Car/Parking
|
Financial Planning/
Legal
Fees
|
Club Dues
|
Executive Relocation
|
Total Perquisites and
Other Personal Benefits
|
2008
|
20
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
Name
|
Benefit
|
Before Change in
Control
Termination
w/o Cause
or for
Good
Reason
|
After Change
in
Control
Termination
w/o Cause
or
for Good Reason
|
Voluntary
Termination
|
Death
|
Disability
|
Change in
Control
|
||
*
|
List
each applicable type of benefit in a separate row, e.g., severance pay,
bonus payment, stock option vesting acceleration, health care benefits
continuation, relocation benefits, outplacement services, financial
planning services or tax gross-ups.
|
EMPLOYMENT
AGREEMENTS
As of
this time, there are no employment agreements with any named executive
officer.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, CONFLICTS OF
INTEREST
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of its
employees.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None.
LEGAL
PROCEEDINGS
We are
currently not involved in any litigation that we believe could have a materially
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our company’s or our company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could
have a material adverse effect.
RECENT
SALES OF UNREGISTERED SECURITIES OF THE COMPANY
During
the past three years, we have sold securities which were not registered as
follows:
Since
inception, IN Media has sold 231,250 (pre-merger) shares of common stock to five
investors for a total consideration of $185,000.
All of
the above offerings and sales were made in reliance upon the exemption from
registration under Rule 504 of Regulation D promulgated under the Securities Act
and/or Section 4(2) of the Securities Act, based on the following: (a) the
investors confirmed to us that they were “accredited investors,” as defined in
Rule 501 of Regulation D promulgated under the Securities Act and had such
background, education and experience in financial and business matters as to be
able to evaluate the merits and risks of an investment in the securities;
(b) there was no public offering or general solicitation with respect to
the offering; (c) the investors were provided with certain disclosure
materials
21
and all
other information requested with respect to our company; (d) the investors
acknowledged that all securities being purchased were “restricted securities”
for purposes of the Securities Act, and agreed to transfer such securities only
in a transaction registered under the Securities Act or exempt from registration
under the Securities Act; and (e) a legend was placed on the certificates
representing each such security stating that it was restricted and could only be
transferred if subsequent registered under the Securities Act or transferred in
a transaction exempt from registration under the Securities Act.
DESCRIPTION
OF SECURITIES
Our
authorized capital stock consists of 75,000,000 shares of Common Stock, par
value $0.001 per share. The following statements relating to the capital stock
set forth the material terms of our securities; however, reference is made to
the more detailed provisions of, and such statements are qualified in their
entirety by reference to, the Certificate of Incorporation, amendment to the
Certificate of Incorporation and the By-laws, copies of which are filed as
exhibits to this registration statement.
COMMON
STOCK
Holders
of shares of common stock are entitled to one vote for each share on all matters
to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no preemptive rights
to purchase our common stock. There are no conversion or redemption rights or
sinking fund provisions with respect to the common stock.
The Board
of Directors does not at present intend to seek stockholder approval prior to
any issuance of currently authorized stock, unless otherwise required by law or
stock exchange rules.
DIVIDENDS
Dividends,
if any, will be contingent upon our revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends, if any, will be
within the discretion of our Board of Directors. We presently intend to retain
all earnings, if any, for use in its business operations and accordingly, the
Board of Directors does not anticipate declaring any dividends prior to a
business combination.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Neither
our Articles of Incorporation nor Bylaws prevent us from indemnifying our
officers, directors and agents to the extent permitted under the Nevada Revised
Statute ("NRS"). NRS Section 78.502, provides that a corporation shall indemnify
any director, officer, employee or agent of a corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with any the defense to the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in
defense of any claim, issue or matter therein.
NRS
78.502(1) provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he: (a) is not
liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
22
NRS
Section 78.502(2) provides that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
NRS
Section 78.747, provides that except as otherwise provided by specific statute,
no director or officer of a corporation is individually liable for a debt or
liability of the corporation, unless the director or officer acts as the alter
ego of the corporation. The court as a matter of law must determine the
question of whether a director or officer acts as the alter ego of a
corporation.
No
pending material litigation or proceeding involving our directors, executive
officers, employees or other agents as to which indemnification is being sought
exists, and we are not aware of any pending or threatened material litigation
that may result in claims for indemnification by any of our directors or
executive officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed hereby in the
Securities Act and we will be governed by the final adjudication of such
issue.
ITEM 2.01
- ACQUISITION OR DISPOSITION OF ASSETS.
See Item
1.01 above.
ITEM 3.02
- UNREGISTERED SALE OF EQUITY SECURITIES.
See Item
1.01 above.
ITEM 5.01
– CHANGES IN CONTROL OF REGISTRANT.
See Item
1.01 above.
23
ITEM
5.02 – DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
See Item
1.01 above (“Directors, Executive Officers, Promoters And Control
Persons”).
SECTION 9.01 – FINANCIAL STATEMENTS AND
EXHIBITS
(a)
Financial Statements of Business Acquired
The following financial statements
of IN Media Corporation,
Inc. are being filed with
this report as Exhibit 99.1:
Report
of Independent Public Accounting Firm
Balance
Sheet (audited)
Statements
of Operations
Statements
of Cash Flows
Notes
to Financial
Statements.
(b)
The following pro forma financial information is being filed with this
report as Exhibit 99.2:
Unaudited
Pro Forma Condensed Combined Balance Sheet as of July 31 2009;
Unaudited
Pro Forma Condensed Combined Statement of Operations for the period ended July
31 2009
Notes
to Unaudited Pro Forma Condensed Combined Financial
Statements.
The
unaudited pro forma condensed combined financial information is presented for
informational purposes only. The pro forma data is not necessarily indicative of
what our financial position or results of operations actually would have been we
completed the acquisition as of the dates indicated. In addition, the unaudited
pro forma condensed combined financial information does not purport to project
the future financial position or operating results of the combined
company.
(d) Exhibits
Exhibit
Number
2.1
|
Form
of Agreement and Plan of Merger by and between IN Media Corporation, and
Tres Estrellas Enterprises, Inc., dated October 30,
2009.
|
24
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
November
2, 2009
Tres
Estrellas Enterprises, Inc.
|
||
By: |
/s/ Nitin
Karnik
|
|
Nitin
Karnik , CEO
|
25